October 25, 2021
Page 3
Notes to Consolidated Financial Statements
Note 34. Events After Reporting Period, page F-40
6.
| We note your disclosure regarding the 146,444 options granted to one employee on July 28, 2021. Please revise to disclose all 447,699 options awarded, consistent with the information provided in response to prior comment 19. |
Response: The Company respectfully advises the Staff that this disclosure in relation to the audited consolidated financial statements for the year ended June 30, 2021, has not been revised, on the basis that International Accounting Standards (IAS) 10 only requires major share transactions and potential ordinary share transactions after the reporting period to be disclosed. The Company disclosed only the options issued to the Executive Officer (key management personnel as per IAS 24), as being material. The remaining 301,255 options granted represents less than 1% of all the ordinary shares and potential ordinary shares on issue as at June 30, 2021 and therefore were not disclosed.
Please refer to Note 16 in the interim unaudited consolidated financial statements for the three months ended September 30, 2021, and per the disclosure on page F-59 of the Registration Statement that discloses all 447,699 options awarded.
7.
| We note your response to prior comment 20. Please further explain the basis for the underlying ordinary share value used to value the award granted on July 28, 2021. In this regard, your analysis appears to suggest that the fair value of the ordinary shares used to value the July grant is consistent with a “pre-money valuation cap” of US$300 million, while the convertible note issuance undertaken 13 days after such grant was based on a “pre-money valuation cap” of US$1,500 million. Given the convertible note issuance occurred shortly after the July grant date, tell us how you considered the August valuation in determining the value of the July award. In addition, once you have determined an offering price range, please explain to us the reason for any difference between your recent valuations, including the fair value used in the September 2021 grants, and the midpoint of your offering price range. |
Response: The Company acknowledges the Staff's comment and respectfully refers the Staff to an updated Appendix 1 to this letter, which discloses share-based compensation awards between January 1, 2021 and October 25, 2021.
With regard to the awards granted on July 28, 2021, as mentioned in Appendix 1 of the Company’s response to prior comment 19 (as well as the updated Appendix 1 to this letter), the basis for the underlying Ordinary share value was referenced to arm’s length sales between various existing shareholders of the Company (“Market Transfers”) that occurred at A$2.36364 per share pursuant to transfer notices received by the Company on April 29, 2021 (completed on June 22, 2021) and July 12, 2021 (completed on September 2, 2021).
The Company believes the Market Transfers provided clear and objective valuation markers for the last transaction of Ordinary shares in the Company (i.e. A$2.36) at the time of the July grants.
It is also noted that, as mentioned in Appendix 1 of the Company’s response to prior comment 19 (as well as the updated Appendix 1 to this letter), it was the May grants which referenced the underlying share value implied by the pre-money valuation cap of US$300 million under the Company’s convertible note issuance on April 1, 2021, whereas the July grants referenced the Market Transfers.
The Company however respectfully acknowledges the Staff’s comment in relation to the close proximity of the July grant date to the convertible note raising launched in August (with a pre-money valuation cap of US$1,500 million), and has elected to use A$9.47 (being the A$ equivalent of US$6.96 as of July 28, 2021) as the fair value for the July grants for financial reporting purposes.
While an offering price range has not yet been determined, the Company respectfully acknowledges the Staff’s request and will revert once a range has been determined.
